Features – Foreign and Transnational Legal Forms

Mary Rumsey is the Foreign, Comparative & International Librarian at the University of Minnesota Law Library. Mary is also contributing author to the Electronic Information System for International Law (EISIL). She has a B.A. degree from the University of Wisconsin, a J.D. from the University of Chicago Law School, and a master’s degree in library and information science from Dominican University.

Introduction

Lawyers like to draft documents by using models, such as blank templates or examples of similar documents. While finding these forms can be difficult for US transactions and litigation, the search becomes even harder if the forms are foreign or transnational. This guide identifies various sources of foreign and transnational forms. Its emphasis is on transactional forms (instruments), rather than litigation forms, but some litigation forms (also called pleadings or court forms) are included.

To locate other sources for forms in library catalogs, try adding terms such as forms, annotated, sample, or model to your search. To locate useful Westlaw or LexisNexis databases, start with reference attorneys or customer service representatives. On Westlaw, most databases that include foreign or transnational forms are listed individually under the directory heading “Forms” (under “Treatises, CLEs, Practice Guides”). Lexis includes its foreign or transnational forms sources under International – Treatises & Analytical Materials. Finding international forms on the web can be extremely difficult; you will often find numerous references to the kind of form you need, but not the actual text. Try including language that appears in typical legal documents. For example, “hereby agree as follows,” or “agree as follows” helps retrieve agreements. “In witness whereof” and “subscribed and sworn” help retrieve many types of legal forms.

WARNING: Any form must be used with caution, and modified to fit the needs of a particular client. Consultation with foreign attorneys may be necessary.

For any court forms, check the website of the court in question. Some courts in Australia, Canada, and the UK have online forms. Also, some continental European courts have selected forms online (e.g., Austrian court forms at http://www.justiz.gv.at/service/content.php?nav=70).

Other free sites most likely to be useful to US researchers appear below:

Findlaw’s “Forms” section has no category for foreign or transnational forms, but the Business Contracts site does include a few. Finding them, however, is a hit-or-miss process. To retrieve them, try using Google’s “search this site” feature and adding foreign or international to your other search terms. All of the forms pages reside on site:contracts.corporate.findlaw.com. So, for example, restricting the search that site, and adding the terms “foreign license agreement” retrieves one example of a foreign license agreement. (Unfortunately, restricting the search to pages with “international” in the title tends to retrieve documents with companies containing the word “international” in their names.)

Apart from a few forms in the Canadian provinces sections (for example, deeds for New Brunswick; a probate notice for British Columbia), Martindale-Hubbell’s International Law Digest does not include forms. But it can provide the names of forms (usually in English), which may help in your quest. For a few jurisdictions, the International Digest also supplies information on where to obtain forms (e.g., Newfoundland corporations forms).

II. Print Sources

Note: Many of the sources listed here are also available as online products.

Australia

Australian Encyclopaedia of Forms and Precedents, 3rd ed. (LexisNexis, 1988- ). Seventeen-volume looseleaf set; comprehensive coverage similar to the large US forms sets. Transactional and litigation forms included.

LexisNexis Australia sells other forms titles for Australian states (Queensland, New South Wales, Victoria) and for specialized topics (e.g., wills, tenancies).

Standard Legal Forms and Agreements for Canadian Business (Self-Counsel Press, various editions). Various forms of “common business agreements.”

Gregory Harrington Harris & Paul Richard LeBreux, Annotated Business Agreements (Carswell, 1993- ). Contains “precedents for the most common types of business organization agreements, such as a shareholders’ agreement, partnership agreement and other related business agreements.”

United Kingdom

Atkin’s Court Forms (LexisNexis/Butterworth’s). Encyclopedia of civil litigation forms, precedents and procedure for England and Wales. Comparable to major US forms sets.

David de Vall & Peter Colley, Melville: Forms and Agreements on Intellectual Property and International Licensing, 3rd ed. (Sweet & Maxwell, 1979- ). Covers intellectual property law in the United Kingdom, the United States, the EU and the British Commonwealth.

David N. Goldsweig, & Roger H. Cummings, International Joint Ventures: A Practical Approach to Working With Foreign Investors in the U.S. and Abroad: A Case Study with Sample Documents (2d ed.) (ABA, 1990).

Tip: For any electronic source on Westlaw or LexisNexis, consider checking for the publication at your local law libraries. It might be cheaper to work with a paper version, if available.A. Westlaw

Tip: The “Premium” billing rate applies to most of the databases described below. To minimize charges, researchers should call Westlaw’s Reference Attorneys for search advice before accessing any of these databases.

Westlaw’s Directory can make it hard to locate a relevant treatise. For example, the Directory lists far fewer titles under International Law > Law Reviews, Legal Texts & Periodicals > Legal Texts by Title than under All Databases > International/Worldwide Materials > Multi-National Materials > Texts & Treatises. Even the longer list under Multi-National Materials doesn’t include Warren, Gorham & Lamont International Tax Treatises, which appear in a separate folder. PLI materials are not listed at all. To find a relevant title, you may need to consult a Reference Attorney or search Westlaw’s IDEN database.

Westlaw has a combined database called International Treatises & Forms. (The “Allfile” billing rate applies to this database.) The database contains numerous titles; however, many of them contain no forms. Also, many of the titles cover primarily U.S. law. Thus, only a desperate researcher should use this database. It is more cost-effective to choose among the titles and use the Table of Contents option to look for forms.

As of October 2005, the following Westlaw treatises contained transnational or foreign forms:

Eckstrom’s Licensing in Foreign and Domestic Operations – The Forms and Substance of Licensing (ECKLICN-FO). This title has many sample agreements throughout its chapters, covering employment, dealerships, distributorships, intellectual property, joint ventures and strategic partnerships, settlements, and various technology deals. The appendices also contain numerous sample clauses.

International Business Transactions (INTBUSTRAN). Numerous sample documents, usually at the end of each chapter. Sales agreements, bills of lading, franchising, licensing, joint ventures, etc.

International Capital Markets and Securities Regulation (SECINTCAP). The US and UK appendices contain a few sample documents (e.g., U.S. sample Notice to Investors from Offshore Offering Memorandum; UK sample tender offer). No sample documents for other countries.

International Human Resources Guide (IHRGD). Contains various US-required immigration forms. Also, § 2:36 (“Generally–Sample correspondence to corporate tax, legal, and accounting”) has a few forms, as does Chapter 9.

International Income Tax and Estate Planning (INTLINCTAX). The Appendices contain only IRS forms, except for Appendix 5, which has sample international estate planning trust and will provisions.

Lindey on Entertainment, Publishing and the Arts (LINDEY). Contains various forms related to foreign book publishing, including translation agreements; international distribution agreements; software distribution license agreement and support authorization (foreign countries); and others.

McCarthy on Trademarks (MCCARTHY). The chapter on international ownership has a form for “Assignment of United States trademark rights from foreign manufacturer to exclusive U.S. distributor.”

Representing High Tech Companies (RHTC). Although this title is aimed primarily at companies doing business in the US, some of its forms apply to international transactions; e.g., s5.12 Form: International Distributorship Agreement, s5.14 Form: International Distributor Candidate Questionnaire, and s8.14 Form: Foreign Corrupt Practices Act-Corporate Policy.

Trademark Practice throughout the World (TMPRWLD). Forms include sample licensing agreements, sample franchise provisions in a joint venture development, and sample letter: request to file application.

U.S. International Taxation: Agreements, Checklists & Commentary (WGL-INTAGREE). This volume claims to provide a complete set of forms for documenting international transactions having tax significance. Forms appear at the end of most chapters.

U.S. International Tax Forms Manual: Compliance and Reporting. Has numerous forms, but they are not included in the Westlaw database (instead, the user gets a message that tabular or graphic material is not displayable).

Worldwide Trade Secrets Law (WWTRADESEC). This title has model forms for some countries; for example, UK Model third party confidentiality agreement, model nondisclosure agreements, and model license agreement; employee non-disclosure agreements for some countries. Forms generally appear as appendices at the end of country chapters.B. LexisNexis

Tip: On LexisNexis, just as on Westlaw, it can be hard to find forms within a database. Check with customer support.

As of October 2005, the following LexisNexis treatises contained transnational or foreign forms:

Business Transactions in Germany (Area of Law – By Topic > International Law > Treatises & Analytical Materials > Matthew Bender® > Business Transactions in Germany). Contains “Sample of a Short Version of Articles of Association.”

Doing Business in the United Kingdom (Area of Law – By Topic > International Law > Treatises & Analytical Materials > Matthew Bender® > Doing Business in the United Kingdom). Contains forms of Memorandum of Association of a Public Company, and example primary statements (corporate disclosure).

International Joint Ventures (International Law > Treatises & Analytical Materials > Matthew Bender® > International Joint Ventures). Contains a couple of forms: Australian Model Agreement for the Establishment and Operation of a Cooperative Research Center, Indonesian Form of Investment Application under Foreign Investment Law.

World Accounting (International Law > Treatises & Analytical Materials > Matthew Bender® > World Accounting). Many of the country chapters include sample accounting documents (financial statements) in the chapter appendices.C. Forms for Purchase Online

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